SULLIVAN KATHRYN M 4

What Happened

• Kathryn M. Sullivan, a director of Welltower Inc. (WELL), was granted two awards on Feb 26, 2026, each for 1,056 LTIP Units, totaling 2,112 LTIP Units (derivative membership interests in Welltower OP LLC). These awards were reported on a Form 4 filed Feb 27, 2026.
• The awards have no immediate cash value (price reported as N/A) and are scheduled to vest on Feb 26, 2027, subject to Sullivan’s continued service. Upon vesting and satisfaction of certain tax-allocation conditions, LTIP Units convert into OP Units that may be exchanged for Welltower common shares or cash.

Key Details

• Transaction type: Award/Grant (code A). Transaction dates: 2026-02-26 (reported 2026-02-27).
• Shares/units granted: 1,056 + 1,056 = 2,112 LTIP Units. Price: N/A (no cash paid).
• Vesting: Scheduled for 2027-02-26, contingent on continued service and certain tax conditions.
• Shares owned after transaction: Not specified in the provided filing.
• Notable footnotes:
  • F1: LTIP Units are membership interests intended to qualify as profits interests for US tax purposes; vesting and conversion to OP Units are conditioned on minimum tax-allocation rules; OP Units can be exchanged for common stock or cash.
  • F2: An award of Other Stock Units under the 2022 Plan was also made to reserve common shares that might be issued upon any future exchange of OP Units; remaining Other Stock Units will be canceled if unused.
• Filing timeliness: Form 4 was filed the day after the transaction (timely based on the filing date provided).

Context

• These are compensation awards (derivative units), not open-market purchases or sales, so they do not represent an immediate buy/sell market signal. They become economically relevant only if and when they vest and are converted/exchanged into OP Units or common shares (or cash).